SecProbe.io

CORRESP
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  January
3, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

 Attn: Claudia
                                            Rios and Kevin Dougherty

 Re: Inflection
                                            Point Acquisition Corp. II

USA
Rare Earth, LLC

Registration
Statement on Form S-4

Filed
November 12, 2024

File
No. 333-283181

Dear
Ms. Rios / Mr. Dougherty:

On behalf of Inflection Point
Acquisition Corp. II, a Cayman Islands exempted company (“Inflection Point”), and USA Rare Earth, LLC, a Delaware corporation
(the “USARE” and together with Inflection Point, the “Co-Registrants”), we are writing to submit
Inflection Point’s and USARE’s responses to the comments of the staff of the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated December 11, 2024
(the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed on November
12, 2024 (the “Registration Statement”).

The
Co-Registrants have filed via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects
the Co-Registrants’ responses to the comments received by the Staff and certain updated information. For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Co-Registrants’ response. All page references
in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein have the meanings
set forth in Amendment No. 1.

    United States Securities and Exchange Commission

    January 3, 2025

Form
S-4 filed November 12, 2024

Summary
of the Proxy Statement/Prospectus

Business
Combination Agreement Consideration, page 3

 1. You
                                            disclose that the Aggregate Earn-out Consideration may vest upon a transaction or series
                                            of transactions the result of which is a change in control, such as the acquisition by any
                                            Person or “group” (as defined in the Exchange Act) of Persons of direct or indirect
                                            beneficial ownership of securities representing 50% or more of the combined voting power
                                            of the then outstanding securities of New USARE. Please discuss if the aggregate number of
                                            shares of New USARE Common Stock that will be issuable upon conversion of the Series A Preferred
                                            Stock and Series A Preferred Investor Warrants that New USARE will issue in connection with
                                            the Business Combination may result in a change of control of the registrant, and accelerate
                                            the vesting of the Earn-out Consideration.

Response: The Co-Registrants
acknowledge the Staff’s comment and respectfully advise the Staff that the Series A Preferred Stock will have the right to vote
on an as-converted to common stock basis taking into account any applicable anti-dilution or other downward adjustments. Therefore, the
conversion of Series A Preferred Stock into New USARE Common Stock would not result in a change in voting power or a change of control
of New USARE.

The Co-Registrants estimate that no
more than 3,759,804 shares of New USARE Common Stock will be issuable upon exercise of Series A Preferred Investor Warrants, representing
at most 4.3% - 4.5% dilution in the No Additional Redemptions and the Maximum Additional Redemptions scenarios, respectively. The anti-dilution
and other downward adjustments applicable to the Series A Preferred Investor Warrants reduce the exercise price, but do not increase the
number of shares of New USARE Common Stock that may be issued upon exercise of the Series A Preferred Investor Warrants and therefore
do not have the effect of increasing the total voting control that may be obtained by exercise of the Series A Preferred Investor Warrants.

Related
Agreements, page 4

 2. We
                                            note your disclosure of the Series A Preferred Stock Investment and the Class A Convertible
                                            Preferred Investment. Please disclose the use of proceeds raised through these transactions.

Response: In
response to the Staff’s comment, the Co-Registrants have added disclosure related to the currently intended use of proceeds from
the Class A Convertible Preferred Investment and the Series A Preferred Stock Investment on pages 6, 97, and 99 of Amendment No. 1.

Certain
Interests of Inflection Point’s Directors and Officers and Others in the Business Combination, page 11

 3. In
                                            terms of repayment of any outstanding working capital loan and advances that have been made
                                            to Inflection Point, please also disclose that pursuant to the Blitzer Class A SPA, USARE
                                            has issued 122,549 USARE Class A-2 Convertible Preferred Units and a USARE Class A Preferred
                                            Investor Warrant to purchase up to 31,250 USARE Class A Units in exchange for Mr. Blitzer’s
                                            promise to forgive, at Closing, the remaining 50% of the then-outstanding balance of the
                                            Convertible Promissory Note.

Response: In response to
the Staff’s comment, the Co-Registrants have added disclosure relating to the Blitzer Class A SPA on pages 14, 31, and 117 of Amendment
No. 1.

Registration
Rights Agreement, page 92

 4. Please
                                            revise to quantify the number of shares subject to registration rights pursuant to the A&R
                                            Registration Rights Agreement.

Response: In response to
the Staff’s comment, the Co-Registrants have revised the disclosure on page 95 of Amendment No. 1 to clarify that they estimate
that holders of an aggregate of 49,833,061 shares of New USARE Common Stock and 6,000,000 New USARE Warrants will be entitled to registration
rights immediately following Closing.

Background
of the Business Combination, page 97

 5. Please
                                            revise your disclosure to discuss USARE’s reasons for engaging in the business combination.
                                            Refer to Item 1605(b)(3).

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on page 113 of Amendment No. 1.

    2

    United States Securities and Exchange Commission

    January 3, 2025

 6. Please
                                            disclose how you used the most comparable publicly traded company (MP Materials) and other
                                            metrics to compute an initial enterprise value range in your June 3, 2024 initial letter
                                            of intent, disclosing the financial analyses you used to form the initial enterprise value
                                            range considering that USARE has yet to commence commercial production. Please also discuss
                                            the financial analyses you based your increase in base valuation of $800 million and an additional
                                            five-year earn out of 10 million shares at $15 and $20 share price hurdles as communicated
                                            in an updated LOI on June 19, 2024.

Response: In response to
the Staff’s comment, the Co-Registrants have revised the disclosure on pages 101, 103, and 109 of Amendment No. 1.

 7. Revise
                                            your Background section to disclose the negotiation of your arrangements whereby certain
                                            shareholders agreed to waive their redemption rights leading up to your November 18, 2024
                                            Special Meeting.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on pages 105 and 106 of Amendment No. 1.

 8. On
                                            August 19, 2024 you disclose that Paula Sutter, Erica Dorfman, and Samuel Sayegh of the Inflection
                                            Point audit committee had a morning meeting with a representative of White & Case and
                                            Kevin Shannon to review and discuss the related party transactions that would result from
                                            the pre-funded PIPE investment, and that the committee unanimously passed resolutions approving
                                            and recommending that the full Board approve the related party transactions contemplated
                                            by the Business Combination. Please elaborate on the negotiation of the arrangements for
                                            forgiveness of Convertible Promissory Note with Mr. Blitzer, and expand your disclosure about
                                            the pre-funded Pipe Financing, in terms of the negotiation/marketing processes, who selected
                                            the potential PIPE investors, and how were the terms of the PIPE transaction determined and
                                            the negotiation of the price paid by any PIPE investors. In this regard, we note disclosure
                                            on page 219 and elsewhere that on August 21, 2024, in connection with the signing of the
                                            Business Combination Agreement, the Company completed the Pre-Funding Pipe Financing pursuant
                                            to which USARE and certain investors, including certain funds related to Inflection Point
                                            and Mr. Blitzer entered into securities purchase agreements with the Company pursuant to
                                            which the Class A Convertible Preferred Unit Investors purchased (i) USARE Class A Convertible
                                            Preferred Units and (ii) USARE Class A Preferred Investor Warrants for an aggregate purchase
                                            price of approximately $25.5 million.

Response: In response to
the Staff’s comment, the Co-Registrants have revised the disclosure on pages 101 and 104 of Amendment No. 1.

The
Inflection Point Board’s Reasons for the Approval of the Business Combination, page 102

 9. Revise
                                            your disclosure to state whether or not a majority of the SPAC’s directors who are
                                            not employees of the SPAC have retained an unaffiliated representative to act solely on behalf
                                            of unaffiliated security holders for purposes of negotiating the terms of the business combination
                                            and/or preparing a report concerning the approval of the business combination. Refer to Item
                                            1606(d) or Regulation S-K.

Response: In
response to the Staff’s comment, the Co-Registrants have added the disclosure on page 111 of Amendment No. 1.

Class
A Convertible Preferred Unit Investment and Series A Preferred Stock Commitment, page 105

 10. Please
                                            revise to discuss the reasons, structure and timing for the Class A Convertible Preferred
                                            Unit Investment and Series A Preferred Stock Commitment. Refer to Item 1605(b)(3) of Regulation
                                            S-K.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on page 110 of Amendment No. 1.

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    United States Securities and Exchange Commission

    January 3, 2025

Projected
Financial Information, page 115

 11. Please
                                            revise to disclose all material bases of the disclosed projections and all material assumptions
                                            underlying the projections, and any material factors that may affect such assumptions. The
                                            disclosure referred to in this section should include a discussion of any material growth
                                            or reduction rates or discount rates used in preparing the projections, and the reasons for
                                            selecting such growth or reduction rates or discount rates. As part of your revisions, please
                                            also disclose any capital expenditures estimates shared with the Inflection Point Board,
                                            such as capital expenditures to start phase 1 or phase 2 production and sales in 2026 and
                                            2027. In regards to phase 1, for example, you disclose on page 204 that initial commercial
                                            production would require “significant additional expenditures.” We also note disclosure
                                            on page 102 that the Inflection Point Board considered a review of USARE’s “historical
                                            financial investment and certain internal financial forecasts for the magnet factory including
                                            revenues, margin profiles, capital expenditures, cash flow and other relevant financial and
                                            operating metrics.” Refer to Item 1609(b) of Regulation S-K.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on pages 106 and 121 through 125 of Amendment No.
1.

 12. Disclose,
                                            if true, that you provided your projections to your Board of Directors and/or financial advisors
                                            for the purpose of rendering an opinion that materially relates to your business combination
                                            transaction.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on page 121 of Amendment No. 1 to specify that
the Projections were provided to the board of directors of Inflection Point as part of their evaluation of the Business Combination,
but not for the purpose of supporting any person in rendering an opinion that materially related to the Business
Combination.

The
Advisory Organizational Document Proposals, page 132

 13. We
                                            note that the Proposed Organizational Documents will have an exclusive forum provision providing
                                            that Delaware will be the exclusive forum for certain stockholder litigation and the federal
                                            district courts of the United States of America as the exclusive forum for the resolution
                                            of any complaint asserting a cause of action arising under the Securities Act of 1933. Please
                                            disclose whether the exclusive forum provision applies to actions arising under the Exchange
                                            Act of 1934. If this provision does not apply to actions arising under the Exchange Act,
                                            please a